Third Tranche Clause Samples

Third Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “Third Tranche Options”) upon satisfaction of both of the following criteria prior to the expiration of the Option: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the fifth anniversary of the Date of Grant, and (ii) subject to the Optionee’s continued employment by the Corporation or any of its Subsidiaries on such date, the first date which must be on or before the fifth anniversary of the Date of Grant, that the closing price per share of Stock on the NASDAQ Global Select Stock Market has met or exceeded 200% of the Exercise Price for at least 20 consecutive trading days (the “Third Tranche Share Price Component”). The Third Tranche Options shall not become exercisable if the Third Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.

Third Tranche. The Borrower shall repay the Third Tranche, by equal semi-annual instalments of principal together with all other amounts outstanding under this Contract in relation to that Tranche on the Repayment Date(s) specified in the relevant Disbursement Offer. The first Repayment Date of the Third Tranche shall be the date falling on the Repayment Date immediately following the first anniversary of the Disbursement Date. The last Repayment Date of the Third Tranche shall be the date falling 5 (five) years from its Disbursement Date.

Third Tranche. Subject to Section 4.3, the principal amount of the Third Tranche and other outstanding Obligations relating to the Third Tranche shall bear interest from the Closing Date to the date paid, at a rate equal to 10.5% per annum compounded quarterly. In each case such interest shall be payable in arrears in accordance with Section 4.2 and calculated in accordance with Section 4.4(b).

Third Tranche. OPLI will have an option to make a third investment of a maximum of $2.0 million in cash during December 1998 (the "Third Tranche"). In consideration of and upon funding of the Third Tranche, DVS will issue up to a maximum of $2.0 million of convertible preferred shares ("Preferred Stock")

Third Tranche. Subject to the terms and conditions of this Agreement and the other Loan Documents, Lender agrees to loan to the Borrower the Third Tranche to or for the account of the Borrower on the Closing Date and the Borrower hereby irrevocably authorizes Lender to advance the Third Tranche on the Closing Date.

Third Tranche. (i) Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 1.1(d)), at the Third Tranche Closing (as defined in section 1.2(c)(i)), the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Third Tranche Shares” on Exhibit A, at a purchase price per share equal to the Series D Price. Subject to the provisions of this Section 1.1(d), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Third Tranche Closing shall be 25,481,775 (such aggregate number of shares, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the “Third Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Third Tranche Closing for all of the Third Tranche Shares shall be $14,999,999.85. (ii) The sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d) shall be consummated only if (1) either the Board of Directors of the Company determines that the Milestones (as defined in Section 1.4 below) have been achieved or those Purchasers that hold at least seventy-five percent (75%) of the Tranche Shares issued and outstanding agree in writing to waive the requirement that the Milestones be achieved as a condition precedent to such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d), (2) the Company delivers a written notice to all of the Purchasers (the “Third Tranche Closing Notice”) stating that (A) the Board of Directors of the Company has determined that the Milestones have been achieved or that the requirement that the Milestones be achieved as a condition precedent to such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d) has been waived in accordance with the provisions of the foregoing clause (1) of this Section 1.1(d)(ii) and (B) the Company desires to consummate such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d), and setting forth a proposed date for the Third Tranche Closing that is consistent with the applicable requirements of Section 1.1(d)(iii) below, (3) those Purch...

Third Tranche. The closing of the third tranche of the Initial Closing shall take place, on or before January 17, 2014, subject to the prior unanimous written approval of the Major Holders (as defined in this Section 1.2(a)(iii)) on or before December 31, 2013. If the Major Holders unanimously elect and agree to hold a closing of the third tranche of the Initial Closing, the Major Holders shall give written notice thereof to the Company and all other Investors specifying therein the date of the closing of such third tranche (the “Third Tranche Notice”), which third tranche closing shall be held no less than fifteen (15) days after the Third Tranche Notice has been deemed to have been given pursuant hereto (but in any event on or before January 17, 2014). In such event, each Investor listed on Schedule A hereto under the heading “Third Tranche of Initial Closing (on or before January 17, 2014)” shall purchase (and is hereby committing to purchase) the number of Shares set forth opposite its name under such heading. For purposes of this Section 1.2(a)(iii) and Section 9.16 hereof only, the term “Major Holders” shall mean and include each holder of at least five percent (5%) of the then outstanding shares of the Preferred Stock of the Company regardless of series (it being understood that (A) for purposes of determining if a holder is a Major Holder (1) such threshold shall be calculated based solely on outstanding shares of Preferred Stock on an as-converted to Common Stock basis, and (2) shares of Common Stock actually issued upon conversion of any series of Preferred Stock shall not be taken into account and (B) any vote of the Major Holders pursuant to this Section 1.2 shall be by individual holder and not based on the voting power of the Preferred Stock held by such holder).

Third Tranche. (a) On the Third Tranche Closing Date, each Purchaser shall deposit with the Money Escrow Agent for future return or disbursement in accordance with this Section 2.4, an aggregate amount in United States dollars equal to the product of 50% of (x) the product of (1) 250,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding the Third Tranche Closing Date. (b) Not later than the third Trading Day prior to the Third Tranche Closing Date, each Purchaser shall deliver a written notice ("Third Tranche Purchase Notice") via facsimile to the Seller specifying the number of Shares to be purchased by such Purchaser on the Third Tranche Settlement Date (as defined below), which notice (1) will specify a minimum number of Shares equal to the product of (x) 250,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Third Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.4(d), as applicable, are collectively referred to as the "Third Tranche Shares". (c) On the 19 th Trading Day after the Third Tranche Closing Date (such date, the "Third Tranche Settlement Date"), subject to the provisions of Section 2.6 and this Section 2.4: (A) If the Seller shall have received either (x) notice from the Money Escrow Agent of the Money Escrow Agent's receipt of the funds required to have been delivered by the Purchasers pursuant to 2.4(a) and (if applicable) Section 2.4(c)(2), or (y) other reasonably acceptable evidence of the delivery of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number of Shares indicated in such Purchaser's Third Tranche Purchase Notice. (2) If the Third Tranche Per Share Purchase Price is greater than the quotient obtained by dividing (x) the funds deposited by a Purchaser under Section 2.4(a) by (y) the number of Third Tranche Shares to be acquired by such Purchaser (as specified in such Purchaser's Third Tranche Purchase Notice) (such quotient being referred to as the "Third Tranche Per Share Deposited Amount"), then such Purchaser shall deliver to the Money Escrow Agent an amount in United States dollars equal to the product of (a) the number of Third Tranche Sha...

Third Tranche. Upon achieving Development Completion, as defined in Section 3.1.3. above, Investor shall notify Unicoin. The determination of Development Completion shall be confirmed and certified by a qualified, independent expert mutually agreed upon by Investors and Unicoin (the “Second Expert Certification”). The Second Expert Certification must be in writing and shall detail the specific milestones achieved, explicitly confirming that all criteria outlined in the definition of “Development Completion” in Section 3.1.3 have been met. Unicoin shall release the Unicoin Rights Certificate representing the portion of unicoins under the Third Tranche to the Investors, but only upon receipt of the Second Expert Certification and a written confirmation from Investors that all the milestones specified in Section 3.1.3 have been achieved. All costs associated with the Second Expert Certification shall be borne by the Investor.